Agrify Announces Transfer of its Existing Credit Facility and Expected New Equity Investment
30 Outubro 2023 - 6:20PM
Agrify Corporation (Nasdaq: AGFY) (“Agrify” or the “Company”),
a leading provider of innovative cultivation and extraction
solutions for the cannabis industry, today announced that CP
Acquisition LLC (the “New Lender”) and its existing institutional
lender (the “Existing Lender”), have signed a definitive agreement
pursuant to which the New Lender purchased all of the outstanding
convertible and senior secured notes of Agrify held by the Existing
Lender and plans to participate in a future equity raise to inject
new capital in the Company. Raymond Chang, the Chief Executive
Officer of the Company, is one of the principals of the New Lender.
“In 2023, we made tremendous efforts to reduce
our operating loss and cash burn and have also worked to settle
trade payables and reduce and restructure our liabilities,” said
Mr. Chang. “We are also seeing really encouraging yield and
performance results using our proprietary vertical farming units
from our newly turned-on customer facilities and, with these
successful model facilities, are continuing to gain interest and
have signed up several new cultivation facilities to use our
equipment. On the extraction side of the business, our
comprehensive solution offerings and new products continue to gain
interest both domestically and internationally. We believe that
with this significant reduction in debt as well as with the
extended maturity of the outstanding debt and the potential for
future injections of capital, Agrify will be positioned to rebound
and reestablish itself as the preeminent solution provider for the
cannabis industry.”
Key Transaction Terms
-
Immediately prior to the Note Purchase closing, the Existing Lender
converted $3.0 million in principal amount outstanding under the
Senior Secured Note due 2025 issued by Agrify to the Existing
Lender on August 19, 2022 (the “August 2022 Senior Secured Note”),
plus $1.1 million accrued interest, to warrants to purchase
2,809,669 shares of Agrify common stock (“Common Stock”) at a
conversion rate equal to the Minimum Price pursuant to Nasdaq
Listing Rules, along with the exchange of the right to receive
375,629 shares held in abeyance under a prior exchange agreement
for the same number of warrants. The warrants have an exercise
price of $0.001 per share.
-
Subject to shareholder approval, the number of shares underlying
the warrants issued to the Existing Lender shall be proportionally
increased in the event that Mr. Chang or any of his affiliates
acquire securities from Agrify through purchase or conversion or
modify the conversion price of any securities held by them.
-
The New Lender has purchased all remaining outstanding convertible
notes and senior secured notes held by the Existing Lender (the
“Note Purchase”), with an aggregate principal amount of
approximately $8.84 million outstanding under the convertible note
originally issued to the Existing Lender in March 2023 (the “March
2023 Convertible Note”) and an aggregate principal amount of
approximately $6.67 million outstanding under the August 2022
Senior Secured Note.
-
At a future date after the Note Purchase closing, subject to
shareholder approval, the New Lender plans to (a) convert the
remaining balance of the March 2023 Convertible Note to Common
Stock and to amend the applicable conversion price and (b)
purchase, for cash or convertible debt, no less than $3.0 million
of Common Stock.
-
At a future date after the Note Purchase closing, subject to
shareholder approval, the New Lender and Agrify intend to amend and
restate the senior secured note originally issued in August 2022 to
grant the New Lender the right to convert that senior secured note,
in whole or in part, to Common Stock.
-
The New Lender agreed to waive any events of default under the
acquired notes until December 31, 2023 and to enter into an
agreement with Agrify to extend the maturity date of the acquired
notes until December 31, 2025.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities in
any future offering. There shall not be any sale of the securities
described herein in any state or jurisdiction in which such
offering, sale, or solicitation would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Agrify (Nasdaq:
AGFY)
Agrify is a leading provider of innovative
cultivation and extraction solutions for the cannabis industry,
bringing data, science, and technology to the forefront of the
market. Our proprietary micro-environment-controlled Vertical
Farming Units (VFUs) enable cultivators to produce the highest
quality products with unmatched consistency, yield, and ROI at
scale. Our comprehensive extraction product line, which includes
hydrocarbon, ethanol, solventless, post-processing, and lab
equipment, empowers producers to maximize the quantity and quality
of extract required for premium concentrates. For more information,
please visit Agrify at http://www.agrify.com.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 concerning Agrify and other matters.
All statements contained in this press release that do not relate
to matters of historical fact should be considered forward-looking
statements including, without limitation, statements regarding
Agrify’s ability to obtain shareholder approval, issue additional
equity securities, amend the terms of its existing note documents,
close any new equity investments or new loan transactions on the
terms described herein or at all, the expected benefits and savings
to be realized as a result of the Note Purchase or raising of
additional capital, Agrify’s ability to grow its customer base and
gain market share, and Agrify’s ability to deliver solutions and
services, including the development of new solutions. In some
cases, you can identify forward-looking statements by terms such as
“may,” “will,” “should,” “expects,” “plans,” “anticipates,”
“could,” “intends,” “targets,” “projects,” “contemplates,”
“believes,” “estimates,” “predicts,” “potential” or “continue” or
the negative of these terms or other similar expressions. The
forward-looking statements in this press release are only
predictions. Agrify has based these forward-looking statements
largely on its current expectations and projections about future
events and financial trends that it believes may affect its
business, financial condition and results of operations.
Forward-looking statements involve known and unknown risks,
uncertainties and other important factors that may cause our actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking statements. You should carefully
consider the risks and uncertainties that affect our business,
including those described in our filings with the Securities
and Exchange Commission (“SEC”), including under the caption
“Risk Factors” in Agrify’s most recent Annual Report on Form 10-K
filed with the SEC, which can be obtained on
the SEC website at www.sec.gov. These
forward-looking statements speak only as of the date of this
communication. Except as required by applicable law, we do not plan
to publicly update or revise any forward-looking statements,
whether as a result of any new information, future events or
otherwise. You are advised, however, to consult any further
disclosures we make on related subjects in our public announcements
and filings with the SEC.
Company Contacts
Investor Relations and Media
Inquiries
Ray Chang Jr.Director of Business
Development ray.chang@agrify.com (781) 941-9338
Agrify (NASDAQ:AGFY)
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